SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO.: 0-28887
Date of Report: August 9, 2005
GREENSHIFT CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 22-3328734
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(State of other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
111 Howard Boulevard, Suite 108, Mt. Arlington New Jersey 07856
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(Address of principal executive offices) (Zip Code)
(973) 942-7700
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(Registrant's telephone number including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 9, 2005, the Company's wholly owned subsidiary, GreenShift
Industrial Design Corporation, entered into a License Agreement with
Ovation Products Corporation ("Ovation") for certain new patented and
patent-pending implementations of a vapor compression water distillate
process and a new Clean Water Appliance (collectively, the "Invention").
The License Agreement has a term of five years and provides for certain
non-exclusive and exclusive rights in return for a royalty fee equal to 1%
of service revenue or product sale revenue or 20% of license revenue
deriving from the use or license of the Invention. The License Agreement
also provides that if the Company, or any of its affiliates, purchases the
equipment from Ovation, Ovation will sell the Clean Water Appliance to the
Company, or its affiliate, at not greater than a 50% gross margin, and if
the Company, or any of its affiliates, manufactures the equipment at its
own expense, the Company, or its affiliate, shall pay Ovation, in addition
to the royalty fees above, a license fee equal to an additional 9% of any
resale price of the products sold based on the Invention in the event of
product sales, or an additional 9% of any service revenue relating to the
Invention in the event of the provision of services based on the Invention
to third parties.
Item 9.01 Financial Statements and Exhibits
Exhibits:
10.1 License Agreement between Ovation Products Corporation and
GreenShift Industrial Design Corporation, dated August 9, 2005.
99.1 Press Release dated April 10, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GREENSHIFT CORPORATION
By: /S/ James Grainer
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JAMES GRAINER
President and Chief Financial Officer
Date: August 10, 2005